Board meetingsMeetings shall be conducted at least on a quarterly basis or at frequency agreed as the Board may decide from time to time. If additional meetings are to be convened, a Director may request for such a meeting to table matters of urgency, and the Company Secretary, upon the request of the Board Chairman or any one (1) Director, shall convene a meeting. The Company Secretary shall prepare and distribute a notice for all required to attend the meetings.
The Chairman of the Board shall be Chairman at every meeting of the Company. If there is no such Chairman present or if he or she is not present within 15 minutes after the time set for the holding of the meeting, the members shall elect one of the members to be Chairman of the meeting.
All Directors of the Company are required to attend Board meetings. However, other officers of the Company may be invited to attend for particular items within their responsibility. The Board may also invite external parties such as auditors, solicitors and consultants when the need arises. The primary role of the Chairman is to preside at the meeting and to ensure that the meeting is properly convened, constituted and conducted.
The quorum at a meeting of Directors necessary for the transaction of any business of the Company shall be minimum two(2) members.The quorum of an adjourned meeting shall be minimum two(2) members, or their respective alternate.
Resolutions of the Directors at a meeting or adjourned meeting of the Directors shall be adopted by a simple majority vote of the Directors present.
The Directors may participate in a meeting of the Directors by means of a conference telephone or a video conference telephone or similar communications equipment by which all persons participating without the need for a Director to be in the physical presence of another Director(s) and participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. The Directors participating in any such meeting shall be counted in the quorum for such meeting. All resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held.
AgendaThe notice for a Board meeting shall be given in writing at least seven (7) days, or shorter notice, due to extenuating circumstances, prior to the meeting agreed jointly by all Directors, specifying the date, time and place of the meeting and the business to be transacted.
The Chairman in consultation with the MD should determine the agenda with the assistance from the Company Secretary. The agenda should address priority strategic issues, rather than detailed operational ones, and ensure that there is enough time for discussion.
Circular resolutionsIn the event issues requiring the Board’s decision arise between meetings, such issues shall be resolved through circular resolution subsequent to discussions being held amongst the Board members, either via teleconference, videoconference, email, etc. in order for the Board as a whole to be apprised on such matters and obtain their view points before arriving at a decision.
Such circular resolution in writing as denoted in the Articles of Association of the Company, shall be valid and effectual if it is signed or approved by letter, telex, facsimile or telegram by the majority members of the Board and such discussions, including any concerns raised and the rationale for the decisions so made in the resolution shall be tabled at the immediate Board meeting for formal record keeping.
Meeting papersTo allow sufficient time for Directors to consider the relevant agenda items, Board papers and relevant information on the agenda items shall be circulated at least seven(7) days prior to the meeting, or a shorter period due to extenuating circumstances, prior to the meeting to enable Directors time to review material, and where necessary, conduct independent analyses or request additional material.
When there is a need to table a report, a brief description of findings and/ or recommendations shall be prepared as additional information.
Access to informationA record of submissions, papers and materials presented to the Board shall be maintained and held by the Company Secretary, together with minutes of meetings, and shall be accessible to the Directors upon request.
All Directors (Executive and Non-Executive) have the same right of access to information relevant to the furtherance of their duties and responsibilities as Directors of the Company, subject to a formal written request to the Chairman furnishing satisfactory and explicit justification for such request.
Independent professional adviceThe Board, as a whole, as well as any Director is entitled to obtain independent professional advice relating to the affairs of the Company or to his or her responsibilities as a Director.
If a Director considers such advice necessary for the discharge of duties and responsibilities as Director and for the benefit of the Company, such Director shall first discuss it with the Chairman and, having done so, shall be free to proceed, where appropriate.
Subject to the prior approval of the Chairman, the cost of the advice shall be reimbursed by the Company but the Director concerned shall ensure, so far as is practicable, that the cost is reasonable.
Induction process and continuing educationThe objective of the induction process is to facilitate Directors in their understanding of the Company, its culture and operations.
The induction of Directors shall include the following:
- time with other officers of the Company (in particular, the Chairman, the Company Secretary and, if the Independent Director is a functional specialist, his or her counterpart);
- furnishing a copy of the previous Board meeting minutes for at least the past two(2) quarters, the business/ strategic plan, pertinent management reports, profile of key competitors and significant reports by consultants on areas of Board responsibilities;
- visits to key sites (including overseas locations if such business units are integral and significant to the Company); and
- an induction programme of about 1 to 2 days, focusing on the above key elements, and also presentations from various divisions within the Company on their strengths, weaknesses and aspirations.
Directors shall devote sufficient time to update their knowledge and enhance their skills through appropriate continuing education programmes and life-long learning to stay abreast with recent developments and sustain their active participation in the Board’s deliberation.
At the start of each year, the Board collectively should discuss to assess the training needs of each Director and to decide on the type of training that may be required for effective and efficient discharge of directors’ responsibility.
The costs of the induction or continuing education program shall be borne by the Company.
Directors’ external commitments and conflict of interestThe Company’s Articles of Association stipulate that a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare his or her interest in accordance with the provisions of the Companies Act, 1965. The Director concerned shall not participate in deliberations and shall abstain from casting his or her vote in any matter arising there from.
Should there be an actual, potential or perceived conflict of interest between the Company or a related corporation and a Director, or an associate of a Director as a spouse or other family members, the Director involved shall make full disclosure and act honestly in the best interest of the Company.
Directors shall devote sufficient time to carry out their responsibilities. The Board should obtain this commitment from its members at the time of appointment.
Directors shall notify the Chairman before accepting any new directorships and the notification shall provide for an indication of time that will be spent on the new appointment.
A Director of the Company shall not hold more than the allowed number of directorships as prescribed in the relevant regulations.
Additional Board or AC meetings are often called as circumstances warrant during a given year. Hence, each Director is expected to attend meetings of the Board or AC.
An actual, potential or perceived conflict of interest shall not necessarily disqualify an individual Director from the Board provided that full disclosure of the interest has been made in good faith and with due honesty.
For the purpose of the above-mentioned paragraphs, the Directors shall perform an annual self-declaration on independence (i.e. for Independent Non-Executive Directors) and annual/ ad hoc declaration of shareholding, including related party transactions and/ or conflict of interest situations, if any, for the Company’s records (i.e. for all Directors).
Representation of the Company and dissemination of informationThe Board looks to Management to speak on behalf of PMHB and to manage the communication of information to shareholders, investors, other stakeholders and the public in an orderly and effective manner while adhering, at all times, to relevant laws and regulatory requirements. The Board authorises its MD (or his/ her nominated person) to be the official spokesperson for PMHB.
The Board shall have corporate disclosure policies and procedures to ensure comprehensiveness, accuracy and timeliness. These policies and procedures shall ensure compliance with the relevant disclosure requirements as spelt out in the Listing Requirements.
The Company shall deploy the use of information technology in communicating with shareholders, including a dedicated section for Corporate Governance on the Company’s website. This section shall provide information such as, amongst others, the Board Charter and the Annual Report.
Risk Governance FrameworkThe Board shall set the level of risk tolerance for the Company and PMHB’s business to reflect the long-term corporate strategies of the Company and PMHB.
The risk tolerance levels determined by the Board shall be embedded into the Company’s risk culture which serves as a guidance in decision-making processes for both strategic and operational matters.
Risk management within the Company allows for risks to be identified, measured and treated in the context of the Company’s risk culture. Risk management shall be applied consistently throughout the Company.
The Board shall establish a sound risk management and internal controls systems that articulates, implements and monitors key business risks to safeguard the Shareholders and Company.
The Board shall periodically review the risk positioning of the Company and to ensure it lies within the range of risk tolerance levels determined by the Board. Risk management should be included into the meeting agenda of the Board as a standing item, for the Board to deliberate on key risks which could have substantial impact on the sustainable performance or development of the Company.
The Company’s Constitution and Management’s limitsThe Board operates pursuant to the powers conferred by the Company’s Memorandum & Articles of Association, including any changes thereof as approved by Shareholders at General Meeting.
Management is expected to act within all specific authorities delegated to it by the Board as per PMHB’s Authority Limits.
Management is expected not to cause or permit any practice, activity or decision that is contrary to commonly accepted good business practices or professional ethics.